Trust & Paperwork: Non-Competes

How I feel about non-competes and how I respond to them. This article includes some practical advice on negotiation of non-competes.

Carter Cathey

1/16/20262 min read

For a long time, I believed that trust mattered more than paperwork.

Early in my career, I joined a company that felt special.
The opportunity was exciting. The leadership team had real personal integrity. I trusted them completely.

So when I was asked to sign a very restrictive non-compete, I didn’t hesitate.

It said I couldn’t work for:

  • Clients

  • Lapsed clients

  • Prospective clients

  • Future prospects

Which, in practice, is… basically the entire world of companies.

Fast forward nearly 15 years.

The company was successful. I grew in title and responsibility.
But over time, the company was sold to Private Equity.
The leaders I trusted were long gone.
The culture changed. The values changed.

And I realized something uncomfortable:

I hadn’t signed that non-compete with people.
I had signed it with an entity that could be bought, sold, and fundamentally changed.

If I were asked to sign that same non-compete today, by that version of the company, I wouldn’t have done it.

But the problem was—I already had.

That experience reshaped how I think about non-competes entirely.

The lesson for me:
You don’t sign a non-compete with a boss you respect or a company you trust.
You sign it with a future version of that company you can’t predict.

Now, when I’m asked to sign a non-compete, I usually say no.
If it’s a deal-breaker, I negotiate.

Some things I now ask for (you may not get all of these, but you have to ask):

  • A specific list of companies, not broad categories

  • Severance that matches the length of the non-compete

  • The non-compete applies only if I quit, not if I’m let go

  • Geographic and role-based limits (where I actually worked, doing similar work)

  • A clear definition of what a “competitor” actually is

  • The agreement is void if there’s a change of control or a material change in my role

  • A buy-out option, so the risk isn’t unlimited or undefined

Laws vary by state, and enforceability can change, but the risk is real even when enforcement is uncertain.

I still believe in trust.
I still believe most leaders act with good intentions.

But I no longer confuse trust with protection.

Curious how others approach this:
Have you ever signed something early in your career that you’d negotiate very differently today?